UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
AFFINITY GAMING
________________________________
(Name of Issuer)
Common Stock, par value $0.001 per share
________________________________
(Title of Class of Securities)
Not Applicable
________________________________
(CUSIP Number)
Frederick H. Fogel
Silver Point Capital, L.P.
2 Greenwich Plaza, First Floor
Greenwich, CT 06830
203-542-4200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 8, 2013
________________________________
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
SCHEDULE 13D
| CUSIP NO. Not Applicable | |
| 1 | NAMES OF REPORTING PERSONS | |
| SPH Manager, LLC | |
| | | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)o (b)x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS | |
| | OO, WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| | Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER* | |
| | 5,047,636 | |
| 8 | SHARED VOTING POWER* | |
| | -0- | |
| 9 | SOLE DISPOSITIVE POWER* | |
| | 5,047,636 | |
| 10 | SHARED DISPOSITIVE POWER* -0- | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | |
| | 5,047,636 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| | | |
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | |
| | | |
| 14 | TYPE OF REPORTING PERSON | |
| | IA, PN | |
*See Item 5.
| The percentages used herein and in the rest of this Schedule 13D/A are calculated based upon 20,226,833 outstanding common units as of September 30, 2012, as reported on the Issuer’s Form 10-Q filed on November 14, 2012. |
| | |
SCHEDULE 13D
| CUSIP NO. Not Applicable | |
| 1 | NAMES OF REPORTING PERSONS | |
| Edward A. Mulé | |
| | | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)o (b)x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS | |
| | OO, WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| | United States | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER* | |
| | -0- | |
| 8 | SHARED VOTING POWER* | |
| | 5,047,636 | |
| 9 | SOLE DISPOSITIVE POWER* | |
| | -0- | |
| 10 | SHARED DISPOSITIVE POWER* 5,047,636 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | |
| | 5,047,636 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| | | |
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | |
| | | |
| 14 | TYPE OF REPORTING PERSON | |
| | IN | |
*See Item 5.
SCHEDULE 13D
| CUSIP NO. Not Applicable | |
| 1 | NAMES OF REPORTING PERSONS | |
| Robert J. O’Shea | |
| | | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)o (b)x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS | |
| | OO, WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| | United States | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER* | |
| | -0- | |
| 8 | SHARED VOTING POWER* | |
| | 5,047,636 | |
| 9 | SOLE DISPOSITIVE POWER* | |
| | -0- | |
| 10 | SHARED DISPOSITIVE POWER* 5,047,636 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | |
| | 5,047,636 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| | | |
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11) * | |
| | | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | IN | |
*See Item 5.
This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on May 7, 2012, as amended by Amendment No. 1 filed by the Reporting Persons on October 31, 2012, Amendment No. 2 filed by the Reporting Persons on November 5, 2012, Amendment No. 3 filed by the Reporting Persons on December 14, 2012 and Amendment No. 4 filed by the Reporting Persons on February 19, 2013 (as amended as of the date hereof, the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 5 shall have the meaning assigned to such term in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby supplemented as follows:
On March 8, 2013, representatives of the Reporting Persons met with representatives of the Issuer. During the meeting, the representatives of the Reporting Persons proposed that the Issuer act to expand the size of the Board to seven members and nominate a slate of directors for election at the Issuer’s 2013 annual meeting of stockholders that would include a majority of new directors, including nominees to be identified in a manner to be determined. The representatives of the Issuer indicated that the Issuer would consider the proposal. The Reporting Persons intend to continue to discuss the proposal with representatives of the Issuer.
Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Issuer's financial condition, business, operations and prospects, the market price of the common shares, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby supplemented as follows:
Item 4 above summarizes certain conversations with the Issuer regarding the composition of the Board. As of this date, these discussions have not resulted in, and there are no, contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to the securities of the Issuer.
Item 7. Material to be filed as Exhibits
Exhibit 99.01: Joint Filing Agreement, dated March 11, 2013.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Date: March 11, 2013
| | | SPH MANAGER, LLC |
| | | | |
| | | By: | /s/ Edward A. Mulé |
| | | | Name: Edward A. Mulé |
| | | | Title: Member |
| | | EDWARD A. MULÉ /s/ Edward A. Mulé |
| | | ROBERT J. O’SHEA /s/ Robert J. O’Shea |
